Fieldfisher Secures Major High Court Win in Multimillion-Dollar M&A Dispute

Fieldfisher has secured a significant victory for its clients in the High Court against CSC Computer Sciences Limited (CSC), a subsidiary of DXC Technology, one of the world's

 largest IT services firms, in a dispute over $12.5 million in deferred consideration (the Year 2 sum). 

The case stemmed from CSC's acquisition of Fixnetix Ltd., a financial technology company providing trading infrastructure services. Under the Share Purchase Agreement (SPA),

 CSC agreed to pay additional sums to the sellers if the purchasers' group met certain revenue targets in the two-year period immediately following the sale of Fixnetix . However, CSC contended that the targets were not met in either year (despite a major merger

 with Hewlett Packard in April 2017 which saw revenues skyrocket) and sought to block the sellers from disputing its revenue calculations. 

The High Court rejected CSC's arguments and ruled that CSC had failed to correctly serve its calculations stating that no payment was due to the sellers. Significantly,

 the High Court allowed the sellers to pursue their challenge as to how CSC had determined the company's post-acquisition performance in respect of the Year 2 sum. The judgment ensures that the sellers can now proceed to an independent dispute resolution process

 to determine whether further payments are due. 

The ruling sets an important precedent for M&A transactions, particularly regarding earnouts and deferred payments, reinforcing that buyers must adhere to contractual obligations

 and cannot use procedural technicalities to avoid scrutiny of their payment calculations. 

Fieldfisher's team was led by

Partner Vivien Davies and Director Sarah Townsend.  

Sarah Townsend, Director at Fieldfisher commented: 

"This decision is a significant victory for our clients, confirming their contractual entitlement to expert determination for the disputed $12.5 million sum. Despite years

 of opposition from CSC, our clients can now pursue the substantial deferred consideration that they consider remains outstanding under the terms of the SPA. We are extremely pleased to have secured this outcome and look forward to the next phase of proceedings." 

Vivien Davies, Partner at Fieldfisher, added: 

"This is a crucial win for our clients. This case highlights a common challenge in M&A deals ensuring sellers have a fair opportunity to verify earnout and deferred

 payments. The Court's ruling reinforces that buyers cannot unilaterally determine these payments without proper scrutiny. This is an important outcome for sellers negotiating earnout structures, particularly in private equity and corporate transactions where

 deferred elements play a critical role in deal valuation." 

This success underscores Fieldfisher's strength in complex commercial disputes, particularly those involving contractual interpretation, M&A-related claims, and high-value

 financial disputes. Fieldfisher's UK disputes team comprises 60 partners and over 450 lawyers globally, specialising in complex corporate, financial, and commercial litigation, including M&A disputes, shareholder disputes, and contractual claims.